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United States securities and exchange commission logo
June 3, 2021
Cary Grossman
President
GOOD WORKS ACQUISITION CORP.
4265 San Felipe, Suite 603
Houston, TX 77027
Re: GOOD WORKS
ACQUISITION CORP.
Registration
Statement on Form S-4
Filed May 14, 2021
File No. 333-256115
Dear Mr. Grossman:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
16, 2021 letter.
Registration Statement on Form S-4
Combined Business Summary
Company Overview, page 22
1. Clarify here and
elsewhere, as applicable, that New Cipher will be controlled by Bitfury.
Summary of the Proxy Statement/Prospectus, page 22
2. To provide necessary
clarity as to the overlapping interests between the Company and
Bitfury, consider
including a before and after chart depicting overlapping equity
ownership of the
Company and Bitfury.
Cary Grossman
FirstName LastNameCary Grossman
GOOD WORKS ACQUISITION CORP.
Comapany
June 3, 2021NameGOOD WORKS ACQUISITION CORP.
June 3,
Page 2 2021 Page 2
FirstName LastName
Risk Factors, page 48
3. With a view towards clarifying the disclosure on page 48 and
elsewhere, please explain to
us how a right of first refusal regarding the purchase of chips is a
substantive right in light
of the ability of Bitfury to control Cipher.
Background to the Business Combination, page 120
4. We note your response to prior comment 5. Please revise to provide
additional context
regarding the conclusion that Tyler Page, the Head of Business
Development at Bitfury,
would be able to make decisions independently of Bitfury. As part of
your discussion,
include a more detailed timeline regarding when Mr. Page became the
Chief Executive
Officer of Cipher Mining Technologies and when he ceased to have
responsibilities at
Bitfury. To the extent Mr. Page had additional responsibilities at
Bitfury while he was
also negotiating with Bitfury, please provide a discussion of the
potential conflicts of
interest. Finally, clarify whether Cipher Mining Technologies was a
wholly owned
subsidiary of Bitfury Holding, or the amount of voting control they
had of Cipher Mining
Technologies while negotiations were taking place.
Certain Cipher Projected Financial Information, page 126
5. We note your response to prior comment 8, specifically with regards to
your projected
efficiency for ASIC chips and the network hash rate over the next 4
years. Please revise
to provide additional support for each projection. With regards to the
efficiency, discuss
why management believes efficiency will increase at the rate
indicated. With regards to
the network hash rate projection, include a discussion regarding past
increases in hash
rate, why management believes it will continue to increase at a slower
rate, and the impact
that higher difficulty and network hash rate would have on revenue.
Our Key Strengths, page 174
6. We note your response to prior comment 12. We further note that the
report you cite, the
3rd Global Cryptoasset Benchmarking Study, indicates that there is
significant regional
variability in the cost of electricity, including as low as 2.5 cents
per kWh in Latin
America and the Caribbean. Please revise to clarify the average
electricity costs Bitfury
pays in the markets in which it operates to provide additional context
regarding the
median electricity price paid by Bitcoin miners.
7. We note your response to prior comment 13. Please revise to provide
your calculations
supporting your ability to mine 21,000 Bitcoin in 2025. Also, provide
balancing
disclosure regarding the limitations on the underlying assumptions
that you will be able to
mine 21,000 Bitcoin per annum including a discussion of difficulty and
hash rate. In
addition, revise to clarify what proportion of your rewards you expect
will come from
transaction fees post-halving. Finally, under the Expected Revenue
Structure section on
Cary Grossman
FirstName LastNameCary Grossman
GOOD WORKS ACQUISITION CORP.
Comapany
June 3, 2021NameGOOD WORKS ACQUISITION CORP.
June 3,
Page 3 2021 Page 3
FirstName LastName
page 180 provide a discussion of the past and present average
transaction fee per block
and how the company expects that to change over time.
Unique access to technology for best-in-class performance, page 175
8. We note your response to prior comment 14. Please disclose any
potential conflict of
interest Bitfury may have in terms of providing ASIC miners to Cipher
Technologies
instead of to their foreign mining operations. For example, if Bitfury
is able to secure
lower cost electricity or government subsidies in a foreign
jurisdiction, it may not be
commercially reasonable for them to provide discounted miners to the
Company.
Information About Cipher
Bitcoin Mining Technology, page 178
9. We note your disclosure that "Bitfury Group does not own or operate
any foundries and
relies on a foundry partner to manufacture its silicon wafers." Please
revise to identify
your foundry partner, and if you are substantially dependent upon your
foundry partner,
file your underlying agreement with such partner as an exhibit
pursuant to Item
601(b)(10)(ii) of Regulation S-K.
10. We note your disclosure regarding the 5nm NIVEN chip anticipated to be
available by the
end of 2021. To the extent known, please provide additional detail
regarding the expected
efficiency of the NIVEN chip in comparison to current generation ASIC
chips. In
addition, revise to clarify whether any 5nm ASIC chips have been
produced or if they are
still in the design phase. Consider incorporating this into your
discussion regarding the
expected increases in chip efficiency underlying your projections.
Material Agreements
Master Services and Supply Agreement, page 183
11. We note your representations in your response to comment 20 and the
disclosure on page
183 where you state "Cipher is not obligated to order any equipment or
services from
Bitfury under the Master Services and Supply Agreement." In light of
Bitfury's
controlling interest in Cipher such representations appear to lack
substance. Please advise
us and revise your disclosures throughout your filing to clarify
Bitfury's ability to exercise
control over Cipher. Regarding the Nasdaq corporate governance
requirement that a
majority of its Board, compensation and nominating and corporate
governance
committees consist of independent directors, explain to us Bitfury's
ability to elect the
directors of the New Cipher Board. If Bitfury will cede voting control
over New Cipher,
this should be made clear in the filing.
Mining Pools, page 187
12. We note your response to prior comment 18. Please revise to discuss
the average
percentage that the Company anticipates it will pay to third-party
mining pool operators.
Cary Grossman
GOOD WORKS ACQUISITION CORP.
June 3, 2021
Page 4
Beneficial Ownership of Securities, page 233
13. We note your response to prior comment 22. We further note that the
Cipher Stockholder
is identified as Bitfury Top HoldCo B.V. in the summary. To avoid
unnecessary
ambiguity, replace all references to the "Cipher Stockholder" with
"Bitfury Top HoldCo
B.V."
14. Please identify the natural person or persons who directly or
indirectly exercise sole or
shared voting and/or dispositive power with respect to the common
stock held by the
entities identified in the table. Refer to Item 403 of Regulation S-K.
Financial Statements - Cipher Mining Technologies Inc.
Note 2. Basis of Presentation, Summary of Significant Accounting Policies and
Recent
Accounting Pronouncements
Revenue Recognition, page F-53
15. We note the disclosure provided in response to comment 25. Rather than
a generic
recitation of ASC 606, please describe your specific policies
applicable to each of your
revenue earning activities.
16. Please expand your policy disclosure to specifically address your
revenue recognition
policies for the Bitcoin mining hosting agreement with Standard Power
and explain
them to us. In this regard, please refer to ASC 840-10-15-6 and tell
us if your
arrangement to provide to Standard Power Bitcoin miners contains a
lease. Also, address
your accounting and reporting policies with respect to the Hosting Fee
and the Bitcoin
Profits Sharing Fee. Tell us if you will be reporting revenues net of
these fees.
17. Please specifically address, and explain to us, your revenue recognition
policies with
respect to your activities as a mining pool participant. Identify the
customer and disclose
your policies with respect to the timing of recognition, any potential
difference in
valuation as a result of measuring the non-cash consideration received
at the inception of
FirstName LastNameCary Grossman
the contract versus at confirmation by the pool operator of the Company
s share of the
Comapany NameGOOD
bitcoin WORKS
the pool operator ACQUISITION
received CORP.
upon the pool operator s
successful placement of the
June 3,block, and the
2021 Page 4 treatment of fees payable to the pool operator.
FirstName LastName
Cary Grossman
FirstName LastNameCary Grossman
GOOD WORKS ACQUISITION CORP.
Comapany
June 3, 2021NameGOOD WORKS ACQUISITION CORP.
June 3,
Page 5 2021 Page 5
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Claire DeLabar, Staff Accountant, at (202) 551-3349 or
Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology